LETTER OF INTENT TO DISTRIBUTE MOTO METERSTM


 


INTRODUCTORY


 


This Letter of intent is dated February 25 2014 and confirms
your and our mutual intention with respect to the potential distributing of intellectual property identified herein and upon terms
and conditions described herein. Having completed satisfactory due diligence, this letter records the desire of the parties to
co-operate in entering into a License Agreement (the “Agreement”) between them upon mutually acceptable terms.


 


THE PARTIES


 


                 
      (“Licensee”)


 


AND:


 


World Moto Inc. of 131 Thailand Science Park Moo 9, Innovation
Cluster 1, INC 1-214, Klong Neung, Klong Luang, Pathumthani 12120


 


(“Licensor”)


 


Collectively referred to herein as (“the Parties”).


 


BACKGROUND


 


1. World Moto Inc. over a number of years developed a unique
next generation Motorcycle Meter called the Moto MeterTM (“the Technology”).


 


2. Licensor has protection of its intellectual property rights
to the product and the supporting software derived therefrom or which use all or any part of its intellectual property by extensive
global registered patents and filed patent applications.


 


3. Licensee wishes to license the Moto MeterTM within the
agreed territory or to the agreed market segment.


 


4. The parties wish to identify the basic terms of formal licensing
documentation to be prepared and entered into between them as will achieve their respective intents and result in Licensee having
access to all or part of the intellectual property of the Licensor upon agreed terms.


 


Licensor______


 




    	Licensee_______
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PRELIMINARY LEGAL CONSIDERATIONS


 


6. This Letter of Intent is not to be read or regarded as creating
legally binding obligations between the parties. It is not capable of giving rise to any ground for a party to institute legal
proceedings of any kind against another party other than to enforce any obligation of confidentiality.


 


7. By signing this Letter of Intent, the parties signify their
unqualified intention to proceed without delay to give effect to their expressed intentions by negotiating and preparing licensing
and other documentation for approval by their respective Boards and subsequent signing.


 


8. The legal relationship between the parties is entirely that
of independent contractors. No partnership or joint venture or agency or relationship other than that of independent contractor
shall come into existence at any time.


 


FORMS OF LICENSE


 


9. The form of license to be granted by the Licensor is: [tick
as appropriate]


 


xFoundation
license granting a two (2) year period of general license granting no exclusivity.


 


10. The scope of the license granted by the Licensor is to be
determined at a later date with respect to geographic locations.


 


11. In all cases, the license term is to be for two year initially
with automatic renewal on yearly terms and terminable by the Licensee with twelve (12) months notice.


 


FINANCIAL TERMS


 


12. Upon execution of a licensing agreement between the Parties
the Licensee will pay the Licensor for the purchase of the Moto MeterTM at a set price and terms to be agreed upon by both
parties.


 


13. The license agreement is to grant the following minimum
rights in respect of the Technology to the Licensee:


 


(a) Right to use the Technology including all or part
of the intellectual property owned by the Licensor for the agreed purposes;


 


(b) Right to use agreed trademarks of the Licensor
including the description Moto MeterTM;


 


(c) Right to resell the Moto MeterTM in areas
as specified in Annexure ‘A’ hereto.


 


14. The license shall be accompanied by the following ancillary
agreements to be completed by the Licensee with the Licensor:


 


Licensor______


 




    	Licensee_______
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(a) Agreement covering the use of Moto MeterTM
supplied by World Moto Inc., Inc having a perpetual term;


 


(b) Product Implementation Agreement;


 


(c) Maintenance and/or warranty Agreement


 


GENERAL PROVISIONS


 


16. Included Terms


 


The license agreement governs all use of the Technology including
the primary use being the use of the Moto MeterTM products and all other ancillary uses to be outlines on the Agreement


 


17. Excluded Terms


 


The grant of rights under the license agreement shall not include
the following:


 


(a) The right of the Licensee to sub-license the Agreement;


 


(b) The right of the Licensee to assign or transfer
the license without the written consent of the Licensor;


 


(c) Any warranty by the Licensor as to suitability
of the Technology for the use contemplated by the Licensee or its compliance with local laws within the licensed territory.


 


18. Rights of the Licensee


 


Nothing in the license agreement shall impose on the Licensee
the following obligations:


 


(a) Minimum amounts of success fees payable to the
Licensor;


 


(b) Minimum performance requirements to maintain or
preserve license rights other than timely payment of license fees.


 


19. Rights of the Licensor


 


Nothing in the license agreement shall prevent the Licensor
from the following:


 


(a) Using the Technology or any or all of its intellectual
property for any market segment or within any territory either alone or in conjunction with business partners or joint venturers;


 


(b) Assigning, selling or transferring any or all
of its rights and obligations as Licensor to third parties without consent.


 


Licensor______


 




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20. Confidentiality


 


Each party will maintain confidentiality as to the proposed
licensing arrangement until legally binding agreements are entered into. After that time disclosure should only be on terms agreed
to by both parties or as permitted in the binding agreements as may be required by applicable law except in the case that the Licensor
shall reserve the right to be able to issue a press release stating that the Licensor and Licensee have signed a Letter of Intent.


 


21. Preparation of Documentation


 


Licensor will promptly on completion of due diligence provide
initial draft licensing documentation described above conforming with the intention of the parties expressed in this Letter of
Intent no later than 90 days from the execution of this Letter of Intent.


 


22. Governing Law


 


This Letter of Intent is governed by the laws of the Kingdom
of Thailand and the Parties submit to the exclusive jurisdiction of the Courts of Thailand.


 


IN WITNESS WHEREOF the Parties have duly executed this
agreement by initialling each page and signing below as of the date on Page 1 of the Agreement.


 


	Per:	 	 
		Authorized Signatory	 
	 	 	 
		Name:  	 


 


	World Moto Inc.	 
	 	 
	Per:	 	 
	 	Authorized Signatory	 
	 	 	 
	 	Name: Paul Giles	 


 


Licensor______


 




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